SEC Form 8-K filed by Oaktree Specialty Lending Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2024

 

Oaktree Specialty Lending Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (213)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On August 2, 2024, Oaktree Specialty Lending Corporation, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain equity distribution agreement, dated February 7, 2022 and amended on February 8, 2023 and August 8, 2023 (as amended, the “Equity Distribution Agreement”), by and among the Company, Oaktree Fund Advisors, LLC, Oaktree Fund Administration, LLC and Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC, Jefferies LLC and Raymond James & Associates, Inc., pursuant to which the Company may offer and sell shares of its common stock from time to time through the Placement Agents (as defined in the Equity Distribution Agreement). The Amendment increases the amount of shares of the Company’s common stock that may be offered and sold pursuant to the Equity Distribution Agreement by $175.0 million to an aggregate offering price of up to $300.0 million under the Company’s current shelf registration statement.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form (Registration filed with the Securities and Exchange Commission, as supplemented by a prospectus supplement, dated February 8, 2023, and supplements, dated August 8, 2023 and August 2, 2024, to the prospectus supplement. This Current Report on Form shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The description above is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On August 2, 2024, Kirkland & Ellis LLP delivered its legality opinion with respect to the shares of the Company’s common stock to be sold pursuant to the Equity Distribution Agreement, which is attached hereto as Exhibit 5.1.

 

(d) 

 

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.